REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees
and Shareholders of Eaton Vance Enhanced Equity
Income Fund II:
In planning and performing our audit
of the financial statements of Eaton Vance Enhanced Equity Income Fund II (the
"Fund") as of and for the year ended December 31, 2023, in accordance
with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), we considered the Fund's internal control over financial reporting,
including controls over safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of controls.
A fund's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A fund's internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the fund; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the fund are being made only in
accordance with authorizations of management and trustees of the fund; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of a fund's assets that could
have a material effect on the financial statements.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
A deficiency in internal control
over financial reporting exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A material weakness
is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement
of the fund's annual or interim financial statements will not be prevented or detected
on a timely basis.
Our consideration of the Fund's internal
control over financial reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in internal
control that might be material weaknesses under standards established by the
PCAOB. However, we noted no deficiencies in the Fund's internal control over
financial reporting and its operation, including controls for safeguarding
securities, that we consider to be a material weakness, as defined above, as of
December 31, 2023.
This report is intended solely for the
information and use of management and the Trustees of Eaton Vance Enhanced Equity
Income Fund II and the Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these specified parties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 20, 2024